IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION

HUGH BRIAN HANEY,
Plaintiff,

v.

BRYAN J. ZWAN
&
DIGITAL LIGHTWAVE, INC.,
Defendants.

Case No. C2-97-1218

Judge Edmund A. Sargus, Jr.
(Magistrate Judge Mark Abel)

AMENDED COMPLAINT SECURITIES FRAUD

Jury Demand Endorsed Hereon

Plaintiff by its attorneys, the Law Office of Eric L. Brown Co.,
L.P.A., for its amended complaint against Defendants avers as follows.

I. THE PARTIES

1. Plaintiff is, and at all times mentioned in this amended complaint
was, a resident of Franklin County, Ohio and a citizen of Ohio.

2. Upon information and belief, Defendant Digital Lightwave, Inc., is
a corporation organized and existing under the laws of the State of
Delaware with its principal place of business located at 601 Cleveland
Street, Fifth Floor, Clearwater, Florida 34615 and does business in the
State of Ohio and in this district.

4. This Court has jurisdiction over the subject matter of the claims
alleged herein pursuant to 28 U.S.C. ~~ 1331, 1332, and 1367, and 15
U.S.C. ~~29(b), 77aa, and 78j(b) and 17 C.F.R. 240.10b-5. The amount in
controversy, exclusive of interest and costs, exceeds $75,000.

5. Venue is proper under 15 U.S.C. ~ 77aa.

III. NATURE OF THE ACTION

6. Plaintiff H. Brian Haney is seeking rescission and damages

as the result of a fraudulent scheme or device by Defendants which caused
him to transfer for $2.5 million his 49% ownership interest in Defendant
Digital Lightwave, Inc., valued at approximately $235 million, and to
forego his rights to reacquire the same.

IV. STATEMENT OF FACTS

7. At all times mentioned in this amended complaint, Defendant Zwan
was the controlling shareholder, the president and chief operating officer
of Defendant Digital Lightwave, Inc., a Delaware corporation ("New
Digital"), and its predecessor Digital Lightwave, Inc., a California
orporation ("O1d Digital") (collectively, New Digital and Old Digital are
hereinafter referred to as "Digital"), and in doing the things alleged in
this amended complaint was acting both individually and in his capacity as
president and chief operating officer of Digital.

8. At all times mentioned in this amended complaint, the principal
product or products of Digital have been certain advanced computer systems
that provide information concerning the performance of lightwave
telecommunications networks and transmission equipment (hereinafter
referred to collectively as the "SONET Testers")

9. Unless otherwise noted in this amended complaint, all
conversations and discussions described herein between Defendant Digital
and its representatives, including Defendant Zwan and Al Zwan, on the one
hand, and Plaintiff and his representatives, including Emil S. Colucci, on
the other hand, took place on the telephone when Plaintiff and his
representatives were located at 3656 Paragon Drive, Columbus, Ohio 43228.

10. On November 16, 1993 Defendant Zwan, together with a
representative named "Charmaine" of the organization known as the Church
of Scientology visited Plaintiff in Columbus at the Scientology
organization's place of business at 30 North High Street, Columbus, Ohio.
After many hours of discussion, Plaintiff agreed in principle (a) to
donate an additional $100,000 to the Church of Scientology's "Superpower"
project; and (b) personally and through companies owned by him, to invest
in Digital a maximum of $5 million through a stock purchase and a line of
credit (the "Line of Credit") in exchange for a 50% ownership interest in
Digital. Defendant Zwan invited Plaintiff to visit Digital's offices at
1811 Centinela Avenue, Santa Monica, California 90404 ("Digital's
California Offices")
11. On November 21, 1993, Defendant Zwan gave Plaintiff and his
financial and legal advisers a tour of Digital's California Offices.
During such tour, Defendant Zwan stated to Plaintiff that he was an expert
in telecommunications patent applications, that Digital's SONET Tester
technology was proprietary and patentable, and that he would shortly
prepare and file a patent application with respect to the SONET Tester;
Defendant Zwan also forecast to Plaintiff that Digital would be able to
capture a significant share of the $200 million per year market for SONET
Testers for the years 1995, 1996 and 1997, that Digital would sell 100
SONET Testers for a total of $1,950,000 total sales in 1994, with the
first such sales to occur in March 1994, and that the maximum amount
Digital would need to borrow from Plaintiff under the Line of Credit would
be $2 million.

12. On December 2, 1993, Plaintiff and Defendant Zwan executed a
stock purchase agreement (the "Stock Purchase Agreement") providing
for the purchase by Plaintiff from Defendant Zwan of 4,900 shares of
common stock of Digital for $2 million. In addition, Plaintiff agreed to
provide as much as $3 million to Digital under the Line of Credit. At the
time, Defendant Zwan owned 100% of the 10,000 outstanding shares of
capital stock of Defendant Digital, and Plaintiff's purchase was a
purchase of a 49% ownership interest in Defendant Digital.

13. The Stock Purchase Agreement contemplated a closing date of
January 10, 1994, conditioned on, among other things, delivery by
Defendant Zwan by such date an opinion of special patent counsel to the
effect that some or all of the essential elements of the SONET Tester were
patentable by Digital. Defendant Zwan was unable to deliver such patent
opinion by January 10, 1994, and Plaintiff and Defendant Zwan agreed to
postpone the closing date of the Stock Purchase Agreement until February
10, 1994.

14. On or about February 8, 1994, Defendant Zwan delivered an opinion
of special patent counsel Cushman Darby & Cushman expressing, in
effect, no opinion concerning the patentability of the SONET Tester.
Plaintiff and Defendant Zwan agreed to postpone the closing date of the
Stock Purchase Agreement until May 31, 1994.

16. On May 2, 1994, Plaintiff caused Great American Fun Corp., an
Ohio corporation wholly owned by him ("GAF Corp."), to lend Digital the
sum of $1 million.

17. On June 2, 1994, Digital forecast to Plaintiff sales of 125 SONET
Tester units in 1994 for a total of $3,000,000 total sales in 1994, with
first sales to occur in August, 1994, and that the maximum borrowings
Digital would need to make from Plaintiff would be $3 million.
18. On June 2, 1994, Plaintiff caused GAF Corp. to 1 end Digital
the sum of $1,130,917.81. On June 20, 1994, Plaintiff caused GAF Corp. to
enter into Commercial Loan Notes 001 and 002 (the "Commercial Loan
Notes"), each in the amount of $l.S million and each secured by a security
agreement (the "Security Agreements") granting GAF Corp. a security
interest in Digital's assets and establishing the Line of Credit in a
maximum amount of $3 million.

19. On June 21, 1994, Plaintiff and Defendant Zwan executed a new
stock purchase agreement (the "New Stock Purchase Agreement") , providing
for the Line of Credit and for purchase by Plaintiff of 4,900 shares of
Digital common stock owned by Defendant Zwan, representing a 49% ownership
interest in Defendant Digital, for the sum of $500,000. Defendant Zwan
had requested, and Plaintiff agreed, that in lieu of paying an additional
$1.5 million for the 4,900 shares of Digital common stock as originally
agreed in the Stock Purchase Agreement, Plaintiff arrange a loan of $1.5
million to Logical Magic, Inc., a company owned by Defendant Zwan by Great
American Fun (HK) Ltd., a Hong Kong company who 1 ly owned by Plaintiff
("GAF HK") (the "LMI Note")

20. In the New Stock Purchase Agreement, Plaintiff and
Defendant Zwan agreed that the balance of the Line of Credit was to be
made available to Digital as approved by the Board of Directors of Digital
against a business plan.

21. On June 21, 1994, Defendant Zwan transferred 4,900 shares of
Digital common stock to Plaintiff, and Plaintiff paid Defendant Zwan the
sum of $500,000.

22. Also on June 21, 1994, Plaintiff and Defendant Zwan and Defendant
Digital entered into a shareholders' agreement (the "Shareholders'
Agreement") which, among other things, restricted the disposition of
shares of Digital, the issuance of new shares and instruments convertible
into shares, the incurrence of indebtedness by Digital, paYment of
dividends, management of Digital, and which gave Plaintiff the right to
examine and copy any of Digital's records or documents.

23. On June 21, 1994, Plaintiff was elected to the Board of
Directors of Digital and with Defendant Zwan was one of only two
authorized directors. As required by the Shareholders' Agreement, and by
Board re solut ion dated June 21, 1994, both authorized directors of
Digital were required to approve: (a) the operating budget of Digital;
(b) incurrence of debt outside the operating budget; (c) reinvestment of
earnings or retained earnings; (d) compensation of Defendant Zwan.

24. On June 21, 1994, Defendant Zwan stated to Plaintiff that the
SONET Tester could not be sold or shown to potential customers until a
patent application was filed to protect Digital's proprietary
technology in the SONET Tester, however Defendant Zwan stated the patent
application would be filed within a few weeks. Such statements were false,
and upon information and belief were known by Defendant Zwan to be false
at the time they were made.

25. The basis for Plaintiff's belief that Defendant Zwan knew the
statements were false is that in its registration statement, as amended
(the "Digital Registration Statement") filed with respect to the initial
public offering of Digital stock made February 5, 1997 (the "Digital
IPO"), which reflects substantial sales of the SONET Testers starting in
the first quarter of 1996, Digital admitted that it does not rely on
patents to protect its proprietary rights in its products, does not hold
any patents, that patents on its core technologies may never be granted,
and that its success will be largely dependent on its reputation for
technology, product innovation, affordability, marketing ability and
response to customers' needs, rather than upon patents.

26. Upon information and belief, the motivation for Defendant Zwan's
false statement that a patent application had to be filed prior to any
sales of the SONET Testers was to permit Defendant Zwan to falsely explain
the lack of sales by Digital as a consequence of patent law procedure,
when in fact Digital could have sold SONET Testers during 1994. Defendant
Zwan wanted an excuse not to generate sales while Plaintiff was a
shareholder of Digital, thereby causing Plaintiff to fear for the safety
of his investment and undervalue his Digital shares, as part of a
fraudulent scheme or device by Defendant Zwan to obtain the benefit of
Plaintiff's $5 million investment but thereafter to acquire for himself
the 49% ownership of Digital purchased by Plaintiff.

27. On or about September 29, 1994, Digital appointed Al Zwan,
Defendant Zwan's brother, its Chief Financial Officer and VicePresident of
Operations without consultation with Plaintiff or action by the Board of
Directors, in violation of Digital's corporate By Laws.

28. By letter dated October 12, 1994, from Al Zwan to Emil S.
Colucci, Plaintiff's financial adviser and representative ("Mr. Colucci"),
Digital told Plaintiff it had reorganized to be structured to initiate
sales and delivery, stated that sales efforts for the SONET Testers were
underway, that the patent application would be filed on or about December
5, that the SONET Testers could soon thereafter be shown to customers and
initial orders for the SONET Testers were anticipated in December, 1994,
and January, 1995.

29. On October 17, 1994, Plaintiff travelled to Clearwater, Florida
and visited Defendant Zwan at Digital's Florida Offices. On such date,
Defendant Zwan and Plaintiff visited together a headquarters of the
Church of Scientology known as "FLAG", at 210 South Ft. Harrison Avenue,
Clearwater, Florida. There Defendant Zwan, in the presence of the
President of FLAG named "Mary" told Plaintiff that a serious problem had
arisen in their business relationship. Defendant Zwan stated that
Plaintiff's wife Linda Mrva Haney was expelled from the Church of
Scientology and unless Plaintiff caused his wife to repair her standing
with the Church of Scientology by following prescribed steps, she would
remain in effect excommunicated and Plaintiff would have to become
"disconnected" from his wife, meaning divorced, or Defendant Zwan could no
longer be associated with Plaintiff in business. Mary confirmed Defendant
Zwan' s statement. Plaintiff told Defendant Zwan and Mary that he would
not divorce his wife to please the Scientologists.

30. On November 2, 1994, Digital forecast to Plaintiff that it would
sell zero SONET Tester units in 1994, but that it would sell 200 such
units in 1995 for a total of $9,400,000 total sales in 1995_, with first
sales to occur in January, 1995, and the maximum borrowings Digital would
need to make from Plaintiff would be $3,550,000.

31. On January 3, 1995, Al Zwan informed Mr. Colucci that Digital had
replaced their previous Controller and had hired a new, inexperienced,
Controller, without consultation with Plaintiff.

32. Because of the failure of Digital to deliver the agreed upon
patent opinion, its failure to file its patent application (most recently
when scheduled on December 5, 1994), its failure despite its forecasts to
make any sales at all of the SONET Testers during 1994; because of its
unauthorized appointments of Defendant Zwan's brother as Chief Financial
Officer and Vice President of Digital, and its unauthorized appointment of
a new, inexperienced, Controller; because of Digital's repeated
increases in its forecasted borrowings from Plaintiff, its failure to
timely make its interest payments under the Line of Credit, and its
failure to timely submit its financial statements and cash flow forecasts;
and because of Digital's generally uncooperative behavior, Plaintiff
contacted Digital on January 4, 1995, and requested that his financial
representative visit Digital to review its books and records.

33. On January 4, 1995, Plaintiff also requested that
Defendant Zwan personally guarantee the Line of Credit, reminded Digital
of its obligation to prepare a business plan anticipating further draws
against the Line of Credit subject to the approval of the Board of
Directors, and requested that Defendant Zwan transfer 100 additional
shares of Digital to Plaintiff as additional security.

34. On January 11, 1995, Defendant Zwan and Digital refused to permit
Mr. Colucci to inspect Digital's books and records. On such date,
Defendant Zwan told Plaintiff in a telephone call that no one associated
with Plaintiff could visit Digital's offices because of the problems
between Plaintiff's wife and the Church of Scientology.
35. On January 11, 1995, and on other dates during January, 1995,
Plaintiff and his representatives placed telephone calls to Defendant Zwan
to obtain information concerning Digital's business operations. On
January 11, 1995, Defendant Zwan refused to speak to Mr. Colucci and
failed to return the other telephone calls made to him by Mr Colucci and
Plaintiff.

36. On January 11, 1995, Al Zwan told Mr. Colucci in a telephone
call that the patent application might be ready "next week" if Defendant
Zwan were not distracted by a search for additional financing.

37. On January 23, 1995, Digital forecast to Plaintiff that it would
sell 200 SONET Tester units in 1995 for a total of $8,920,000 total sales
in 1995, with first sales to occur in April, 1995, and the maximum
borrowings Digital would need to make from Plaintiff would be $4,300,000
(the "January 23, 1995, Forecast") This amount was substantially in excess
of the Line of Credit and was explained in the forecast by Digital's
failure to make the sales it had previously forecast, which, in turn were
supposedly dependent upon the patent application being filed.

38. Upon information and belief, the January 23, 1995,
Forecast contained false information and was intended by Defendant Zwan to
deceive Plaintiff. The purpose of the January 23, 1995, Forecast was to
scare Plaintiff into believing that it was not possible for Digital to
make the predicted sales of the SONET Testers without additional
substantial amounts of money beyond the $S million contemplated by
Plaintiff and to fear for the safety of his investment. Defendant Zwan
sought thereby to cause Plaintiff to undervalue his Digital shares, as
part of a fraudulent scheme or device by Defendant Zwan to obtain the
benefit of Plaintiff's $5 million investment but thereafter to acquire for
himself the 49% ownership of Digital purchased by Plaintiff.

39. The reasons for Plaintiff's belief that the January 23, 1995,
Forecast was intentionally deceptive are that, as set forth above, Digital
subsequently admitted that patents were not essential to its business,
and that, as shown by Digital's financial statements for 1996 in the
Registration Statement, Digital in fact made substantial sales of the
SONET Testers as soon as Defendant Zwan acquired Plaintiff's 49% ownership
of Digital.

40. In efforts to help Digital raise additional capital, Plaintiff
arranged contacts for Digital with U.S. West, a major telecommunications
company, and the Geneva Company, a high technology venture capital
firm, with the expectation that either or both would consider an
investment of several million dollars in the SONET Testers. Upon
information and belief, Defendant Zwan never
pursued such referrals.

41. On January 25, 1995, Al Zwan stated to Mr. Colucci that his
questions concerning Digital's finances were trivial. On January 30, 1995,
Mr. Colucci asked Digital to provide additional financial information
concerning Digital' s operations so Plaintiff could evaluate Digital's
business, but never received the information requested.

42. On January 31, 1995, Al Zwan and Defendant Zwan met with
Plaintiff, Mr. Colucci and counsel to Plaintiff at the GAF Corp. offices
at 3656 Paragon Drive, Columbus, Ohio (the "January 31, 1995, Meeting").
During the January 31, 1995, Meeting, Plaintiff explained to Defendant
Zwan why he had requested additional security, including 50% stock
ownership, from Digital and Defendant Zwan before authorizing further
borrowings from the Line of Credit.

43. During the January 31, 1995, Meeting, Defendant Zwan
reiterated to Plaintiff that Digital's operations would require
substantial amounts of money beyond the Line of Credit. Plaintiff asked
Defendant Zwan why sales of the SONET Testers could not be made to
generate cash for Digital's operations as Digital had originally forecast.
Defendant Zwan again stated that sales could not be made until the patent
application for the SONET Testers was filed. Plaintiff told Defendant Zwan
that before additional amounts were advanced under the Line of Credit,
Plaintiff wished Digital to file its patent application, appoint Mr.
Colucci as Digital's Chief Financial Officer, to permit a review of the
SONET Testers by an expert, to schedule quarterly Board of Directors
meetings, and to cooperate with Plaintiff in showing the SONET Testers to
prospective investors. Plaintiff also requested that Defendant Zwan permit
Plaintiff to acquire sufficient additional shares in Digital to exercise
control.

44. During the January 31, 1995, Meeting, Defendant Zwan took
Plaintiff aside and falsely stated to him that because Plaintiff's wife
had been expelled by the Church of Scientology, and because Plaintiff
refused to divorce his wife, Plaintiff could not remain a shareholder of
Digital. Defendant Zwan stated that the good will of the Church of
Scientology was vital to him personally and vital to the success of
Digital and that Plaintiff's refusal to rid himself of his wife
jeopardized Digital's future. Defendant Zwan falsely stated to Plaintiff
that if Plaintiff remained a shareholder of Digital, the company would
fail and Plaintiff would lose his entire investment up to that time of
$4.4 million.

45. Upon information and belief, Defendant Zwan's statements to
Plaintiff on October 17, 1994, January 11, 1995 and January 31, 1995,
concerning the impact of his wife's Scientology problems on Plaintiff's
relationship with Digital were false, and known by Defendant Zwan to be
false at the time they were made. The purpose of such false statements was
to provide an excuse for Digital's failure to provide Plaintiff the
information he had requested to evaluate the performance of his $5 million
investment and to provide a purported justification for asking Plaintiff
to relinquish his entire ownership interest in Digital. Defendant Zwan
sought thereby to cause Plaintiff to undervalue his Digital shares, as
part of a fraudulent scheme or device by Defendant Zwan to obtain the
benefit of Plaintiff's $5 million investment but thereafter to acquire for
himself the 49% ownership of Digital purchased by Plaintiff.

46. The basis for Plaintiff's belief is that according to the
Digital Registration Statement, immediately prior to the Digital IPO,
Defendant Zwan owned 88.8% of Digital's shares, and after the Digital IPO
remained owner of 77.9% of Digital's shares because he had acquired
Plaintiff's 49% interest in Digital, and that Defendant Zwan offered to
pay no more than $2.5 million for Plaintiff's shares on January 31, 1995,
which had a market value on November 3, 1997, of approximately $235
million, and that, as set forth above, Defendant Zwan repeatedly failed
to provide information to Plaintiff to enable Plaintiff to correctly
evaluate his investment.

47. In fact, upon information and belief, the Church of Scientology
was not vital to Digital's future. The basis for this belief is that there
is no disclosure whatever of the Church of Scientology's importance to
Digital in the Digital Registration Statement.

48. At no time from June 21, 1994 through February 9, 1995, did
Defendant Zwan deliver an opinion of special patent counsel, nor did he
provide a copy of Digital's patent application, nor did he provide
Plaintiff with a business plan or operating budget as contemplated by the
Stock Purchase Agreement, the New Stock Purchase Agreement and the
Shareholders' Agreement.
49. Believing that his entire investment of $4.4 million in Digital
was at risk if he did not accede to Defendant Zwan' s requests, on
February 9, 1995, Plaintiff granted Defendant Digital an option to
purchase his 4,900 shares of Digital common stock representing 100% of
Plaintiff's stock in Digital and a 49% ownership interest in Defendant
Digital (the "Haney Shares Option") The option price was $2.5 million, of
which $1.605 million could be made by repayment of the LMI Note together
with interest (the "Haney Shares Option Exercise Price"). By its terms,
the Haney Shares Option could be exercised until August 25, 1995 (the
"Haney Shares Option Expiration Date")

50. At no time during the negotiations with Plaintiff for the Haney
Shares Option did Defendant Zwan disclose to Plaintiff that he was at the
same time negotiating with other investors for rights to participate in
the Digital I PO. If Plaintiff had known that Defendant was negotiating
with other inve s tors for rights to participate in the Digital IPO, he
would not have granted the Haney Shares Option.

51. Upon information and belief, Defendant Zwan did conduct such
negotiations with other investors prior to the date the Haney Shares
Option was granted because over the next few months Digital did in fact
grant numerous such options to other investors and concealed the fact from
Plaintiff.

52. Specifically, as set forth in the Digital Registration Statement,
on March 17, 1995, Digital granted an option, exercisable solely in the
event of the Digital IPO to purchase $150,000 worth of Digital shares at a
price equal to 50% of the Digital IPO price per share to Michael Baum and
George Murgatroyd; on June 19, 1995, Digital granted a similar option with
respect to $400,000 worth of Digital shares at a price equal to 1% of the
Digital IPO price per share to Stanley P. Zurn; on June 22, 1995, Digital
granteda similar option with respect to $30,000 worth of Digital shares at
a price equal to 50% of the Digital IPO price per share to Edward F.
Guignon; on June 23 1995, Dig.ital granted a similar option with respect
to $30,000 worth of Digital shares to Paul J. Hedlund; on July 12, 1995,
Digital granted a similar option with respect to $21,000 worth of Digital
shares to Margaret A. Guignon (the "March July 1995 Digital IPO Options")

53. Once the Haney Shares Option was granted, even though Plaintiff
remained owner of 49% of the shares of Digital anda member of the Board of
Directors, Digital became even less cooperative and informative than
before. Digital failed to make its interest payments on the Line of Credit
on a timely basis for the months of January, February, March, April, and
May, 1995. Al Zwan refused to communicate with Mr. Colucci although Mr.
Colucci called him in an effort to obtain information concerning
Defendant' s business on six occasions in March and April, 1995.

54. When Defendant Zwan and Digital failed to provide monthly
financial and operational information to Plaintiff as required, Plaintiff
wrote to Defendant Zwan on June 30, 1995, reminding him of his obligation
to provide Plaintiff with monthly financials and interest payments, and
requesting a written summary of Digital's operating progress every two
weeks.

55. By letter dated July 3, 1995, Defendant Zwan sent to Plaintiff
the Digital May, 1995, financial statements (the "Digital May 1995-
Financial Statements"), together with a memorandum summarizing Digital's
outstanding loans (the "3 July 1995 Outstanding Digital Notes
Memorandum") . Neither the Digital May 1995 Financial Statements nor the 3
July 1995 Outstanding Digital Notes Memorandum reveal the fact that
Digital had granted any of the March July 1995 Digital IPO Options.

56. On behalf of Digital Al Zwan sent a letter, dated August 21,
1995, to Plaintiff stating that enclosed were minutes of Digital Board of
Directors meetings signed by Defendant Zwan for the following dates in
1994: July 28, October 20, November 30, December 17, and December 19; and,
in addition, the following dates in 1995: January 23, January 24, January
30, February 27, April 6, April 27, May 15 and July 14; and minutes of a
November 30, 1994 Annual Digital Shareholders Meeting; and requested
Plaintiff's signature to all of them (the "August 21 1995 Digital 1994 and
1995 Minutes") None of such minutes disclose or authorize the March - July
1995 Digital IPO Options, or disclose that Defendant Zwan was planning and
negotiating the Digital IPO.

57. At no time did Defendant disclose the March - July 1995 Digital
IPO Options to Plaintiff. Plaintiff learned of the March July Digital IPO
Options when he read the Digital Registration Statement in September,
1997. Upon information and belief, the reason Al Zwan refused to
communicate with Mr. Colucci was because Digital did not wish to disclose
to Plaintiff, and wished to conceal from Plaintiff, the fact that Digital
was planning the Digital IPO. Upon information and belief, the reason
Defendant Zwan failed to provide financials and operating summaries as
required, the reason none of the Digital May 1995 Financial Statements,
the 3 July 1995 Outstanding Digital Notes Memorandum, and the August 21
1995 Digital 1994 and 1995 Minutes disclose or authorize the March - July
1995 Digital Options is because Digital did not wish to disclose to
Plaintiff, and wished to conceal from Plaintiff, the fact that Digital was
planning the Digital IPO . Defendant Zwan intended thereby that Plaintiff
would undervalue his shares in Digital.

58. On August 14, 1995, Defendant Zwan requested that Plaintiff
extend the Haney Shares Option Expiration Date from August 25, 1995 to
October 16, 1995 and the Haney Shares Option be modified so that it could
be exercised by Defendant Zwan in addition to Digital (the "First Haney
Shares Option Amendment"). In negotiating the First Haney Shares Option
Amendment in telephone conversations with Plaintiff, Defendant Zwan did
not disclose the March - July 1995 Digital IPO Options to Plaintiff.
Plaintiff would not have agreed to the First Haney Shares Option Amendment
if he had been aware of the March - July 1995 Digital IPO Options because
he would have realized his shares had a substantially higher value than
that represented by the Haney Shares Option Exercise Price.
59. Upon information and belief, Defendant Zwan intentionally
concealed his planning for the Digital IPO from Plaintiff because he
wished to acquire Plaintiff's 49% ownership of Digital for himself.

60. On August 15, 1995, Digital granted an option to purchase
200,000 Digital shares to Michael Baum and Paul J. Hedlund (the
"Baum-Hedlund Option") . The Baum-Hedlund Option was never disclosed to
Plaintiff-by Defendant Zwan and Plaintiff first learned of it from the
Digital Registration Statement in September, 1997. Upon information and
belief, Defendant Zwan was negotiating and had offered the Baum-Hedlund
Option prior to Plaintiff's agreement to the First Haney Shares Option
Amendment. The fact of the BaumHedlund Option is something Plaintiff would
have wanted to know and would have considered in connection with his
decision to agree to the First Haney Shares Option Amendment. Upon
information and belief, Defendant Zwan did not disclose the Baum-Hedlund
Option to Plaintiff because he wished to conceal his planning for the
Digital IPO from Plaintiff so that Plaintiff would not realize the true
value of his Digital shares.

61. On or about September 2, 1995, Plaintiff asked Defendant Zwan and
Digital to provide him with the details of a proposed refinancing of
Digital by Ellenburg Capital Corporation which Defendant Zwan had
described to him in general terms.

62. On or about September 6, 1995, Defendant Zwan asked Plaintiff
to consent to the assignment of 500 of Defendant Zwan's 5100 shares in
Digital as security for a loan to Digital of $230,000 from Tony Charles
Lonstein (the "Lonstein Assignment")

63. On September 6, 1995, Defendant described the Lonstein
Assignment to plaintiff as consisting of a Promissory Note, UCC-1
Financing Statement, Continuing Guarantee, Consultant Services Agreement
and Assignment of Corporate Shares apart from Certificate, and Defendant
delivered the same to Plaintiff for his review and approval.

64. At no time during the telephone discussions he had with Plaintiff
to obtain Plaintiff's consent to the Lonstein Assignment did Defendant
Zwan disclose to Plaintiff that he had offered Lonstein the opportunity to
participate in the Digital IPO. However, upon information and belief,
Defendant Zwan did have such discussions with Lonstein. The facts
supporting such belief are that on September 7, 1995, Defendant granted an
option to Lonstein exercisable in the event of the Digital IPO to purchase
$70,000 worth of shares of Common Stock at a price equal to 50% of the
Digital IPO effective price per share (the "Lonstein IPO Option")
Plaintiff first learned of it from the Digital Regist ration Statement
in September, 1997. None of the documents Digital sent to Plaintiff for
review and approval on September 6, 1995, described the Lonstein IPO
Option.

65. On September 27, 1995, Plaintiff gave his consent to the Lonstein
Assignment, as requested, after requesting that certain changes be made to
protect his interests. If Defendant Zwan had informed Plaintiff that
Digital had granted the March - July 1995 Digital IPO Options, the
Baum-Hedlund Option or the Lonstein IPO Option, Plaintiff would not have
agreed to the Lonstein Assignment because he would have realized his
shares had a substantially higher value than that represented by the Haney
Shares Option Exercise Price.

66. During a telephone call at approximately 2:00 PM on September
29, 1995, Defendant Zwan purported to inform Plaintiff concerning the
financing alternatives available to Digital. Defendant Zwn told
Plaintiff that prospects for the Digital IPO were "dead" because Plaintiff
and Defendant Zwan would not be able to keep more than 6% or 7% of the
stock of Digital after an initial public offering; that new investors
would not have the vision to help Digital succeed; and that an initial
public offering would make it impossible for Digital to repay the Line of
Credit since new investors would not permit proceeds from the initial
public offering to be used to satisfy Digital's debts to existing
shareholders.

67. Upon information and belief, at the time Defendant Zwan made such
statements to Plaintiff on September 29, 1995, Defendant Zwan knew the
statements were false because his planning for the Digital IPO was well
under way.

68. Minutes of a Digital Board of Directors meeting between Plaintiff
and Defendant Zwan, dated September 29, 1995, do not disclose or authorize
the March - July 1995 Digital IPO Options, the Baum-Hedlund Option or the
Lonstein IPO Option or that Defendant Zwan's planning for the Digital IPO
was well under way. Such minutes refer to discussion of an "IPO" without
explanation only among a list of topics touched upon and are ambiguously
worded to disguise that what Defendant Zwan told Plaintiff on September
29, 1995, was that prospects for the Digital IPO were "dead".

69. On October 2, 1995, Defendant Zwan again requested that the
Haney Shares Option Expiration Date be extended from October 16, 1995 to
November 30, 1995 (the "Second Haney Shares Option Amendment ")
Defendant Zwan did not disclose to Plaintiff the existence of the March -
July 1995 Digital IPO Options, the BaumHedlund Optioún or the Lonstein IPO
Option or that planning for the Digital IPO was well under way and that
prospects for the Digital IPO were not dead. Defendant Zwan sought to
cause Plaintiff to undervalue his Digital shares as part of a fraudulent
scheme or device by Defendant Zwan to obtain the benefit of Plaintiff's $5
million investment but thereafter to acquire for himself Plaintiff's
shares in Digital for an unfairly low price.

70. By letter to Plaintiff dated October 2, 1995, Al Zwan stated
that he enclosed a letter from Ellenburg Capital Corporation
("Ellenburg"), dated July 25, 1995 (the "Ellenburg Letter"). The
Ellenburg Letter described interim and term debt financing for Digital of
$10 million with fees and/or shareholding participations to be paid to
persons who succeeded in procuring such debt financing. Upon
information and belief, the Ellenburg Letter was a misleading statement of
the status of Digital's agreements with Ellenburg on October 2, 1995, in
that by that date Defendant Zwan and Ellenburg had already begun to
implement the plan for the Digital IPO, had agreed to merge Digital into a
newly formed Delaware corporation with the same name as part of their plan
to implement the Digital IPO, and failed to disclose these facts to
Plaintiff. The facts supporting this belief include the facts that Digital
had by October 2, 1995, already issued the March - July 1995 Digital IPO
Options, the Baum-Hedlund Option and the Lonstein IPO Op t i on; also,
Digital signed an Agreement of Merger with newly formed Delaware
corporation of the same name (New Digital) on January 9, 1996, which
merger was consummated on March 18, 1996 (the " Digital Merger " ) and ,
according to the- Digital Registration Statement, Ellenburg received
shares of New Digital prior to the Digital IPO and sold a portion of such
shares in the Digital IPO for the sum of approximately $2.5 million.

71. In a telephone call to Plaintiff on or about October 2, 1995,
to negotiate the Second Haney Shares Option Amendment, Defendant Zwan
described Digital's proposed financing with Ellenburg to be in the form of
a long term loan to Digital, consisting of $5.0 million in debentures
paying 12 - 15% interest annually and maturing at least four years in the
future; Defendant Zwan told Plaintiff that he needed a 30-day extension of
the Haney Shares Option Expiration Date, but that $1.5 million of the
amount owed to Plaintiff and due December 31, 1995, would need to be
extended until June 30, 1996; Defendant Zwan told Plaintiff that Ellenburg
had requested 3% of the stock of Digital as compensation for raising the
funds and that Defendant Zwan could lose majority ownership and control of
Digital to Plaintiff and Ellenburg if they combined their 49% and 3%
ownership so therefore Defendant Zwan needed to find a way to provide for
3% ownership for Ellenburg without reducing his own 51% ownership of
Digital.
72. On October 2, 1995, Plaintiff gave his consent to the Second
Haney Shares Option Amendment, after requesting that certain changes be
made to protect his interest~s. If Defendant Zwan had informed Plaintiff
that Digital had granted the March - July 1995 Digital IPO Options, the
Baum-Hedlund Option or the Lonstein IPO Option, or that planning for the
Digital IPO was well under way, Plaintiff would not have agreed to the
Second Haney Shares Option Amendment because he would have realized his
shares had a substantially higher value than that represented by the Haney
Shares Option Exercise Price.

73. On November 9, 1995, by means of a memorandum delivered by
facsimile transmission from Defendant Zwan at the Digital offices in
Florida to Plaintiff at his office in Columbus, Ohio, Defendant Zwan
requested that additional modifications be made to the already twice
amended the Haney Shares Option' exercise price and to the date on which
$l.S million owed to Plaintiff would be paid. While considering Defendant
Zwan' s latest request to amend the Haney Shares Option, Plaintiff
requested more details concerning Digital's proposed financing with
Ellenburg.

74. Defendant Zwan arranged for a telephone conference call among
himself, Ellenburg's principal Gerald Ellenburg and Plaintiff on November
13, 1995 (the "November 13, 1995, Ellenburg Call") During the November 13,
1995, Ellenburg Call, Defendant Zwan reminded Plaintiff that Ellenburg was
a member of the Church of Scientology and that Plaintiff and Mr. Ellenburg
had met at FLAG, Scientology's headquarters in Clearwater, Florida.
Defendant Zwan stated that the financing being arranged for Digital by
Ellenburg was $5.5 million to be used to exercise the Haney Shares Option
and to repay the Line of Credit. Gerald Ellenburg told Plaintiff that the
financing being arranged was a matter of "ethics", a term used by
Scientolgists to represent that they are telling each other the absolute
and full truth under sanction of ecclesiastical punishment by the Church
of Scientology, and to signify a high degree of commitment. Neither
Defendant Zwan nor Gerald Ellenburg disclosed to Plaintiff the March -
July Digital IPO Options, the Baum-Hedlund Option, the Lonstein IPO
Option, the Digital IPO, or the Digital Merger.

75. Upon information and belief, Defendant Zwan and Gerald Ellenburg
deliberately concealed the Digital IPO from Plaintiff so that he would
agree to further modifications in the Haney Shares Option so that
Defendant Zwan could acquire all of Plaintiff's shares in Digital for an
unfairly low price.

76. On November 20, 1995, Plaintiff agreed to amend the Haney Shares
Option to reduce the exercise price to $800,522, to extend the maturity
date of the $1.5 million LMI Note from November 30, 1995 to December 20,
1995, and to extend the maturity date of Commercial Loan Note 001 from
December 20, 1995, to June 20, 1996; Defendant Zwan and Digital agreed to
collateralize their obligations to Plaintiff by placing in escrow shares
guaranteed by Digital and Defendant Zwan to represent 46% of the
outstanding shares of Digital until such obligations were paid in full
(the "Escrowed Shares")

77. Under the terms of the agreement governing the Escrow (the
"Escrow Agreement"), dated November 30, 1995, among Plaintiff, Defendant
Zwan and Huntington Trust Company N.A., of Columbus, Ohio as Trustee, the
parties agreed that Plaintiff had an absolute right to receive the
Escrowed Shares endorsed for transfer to him and representing ownership of
46% of Digital if he or his companies failed to receive payment of any of
the following amounts on the foll6wing dates: (1) $1,699,478.00 by
December 20, 1995; (2) an additional $220,796.92 by December 20, 1995;
and (3) $2,400,000, together with 5 2/3 months interest at the prime rate,
by June 20, 1996.

78. Attached to the Escrow Agreement were the forms of two documents
each titled "Mutual General Release", one of which was to be signed and
exchanged when the December 20, 1995, payment was made and the other of
which was to be signed and exchanged when the June 20, 1996, payment was
made.

79. On November 30, 1995, Defendant Digital exercised the Haney
Shares Option, as amended, and received 4,900 shares of Digital from
Plaintiff in exchange for payment of $800,522 and the Escrow was
established by the deposit by Defendant Zwan of 2,346 shares of Digital
common stock as Escrowed Shares.
80. Upon information and belief, such shares were subsequently
transferred from Digital to Defendant Zwan. The basis for such belief is
that the Digital Registration Statement disclosed that Defendant Zwan
owned 88.8% of the Digital shares of common stock immediately prior to the
Digital IPO.
81. Upon information and belief, Defendant Zwan and Digital did not
maintain the Escrowed Shares at 46% of the shares of Digital. The basis
for such belief is that the Digital Registration Statement disclosed that
the Escrowed Shares represented no more than 23.5% of the outstanding
shares of Digital.

82. On December 18, 1995, Defendant Zwan requested an extension of
the date by which the first two payments under the Escrow Agreement were
due from December 20, 1995 to December 22, 1995 and Plaintiff agreed (the
"December 1995 Escrow Extension") . If Plaintiff had not agreed to the
December 1995 Escrow Extension, the Escrowed Shares representing 46%
ownership of Digital would be automatically delivered to him when
Digital's payment was not received on December 20, 1995. The first two
payments were made on December 22, 1995. The parties signed the Mutual
General Release dated effective as of December 20, 1995, and delivered it
to each other on December 22, 1996 (the " December 22 1995 Re lease")
Defendant Zwan and Digital did not disclose their plans for the Digital
IPO.

83. On January 2, 1996, Digital issued its $1 million subordinated
promissory note due January 2, 1999, plus warrants to acquire 200,000
shares of Digital at $5.00 per share exercisable upon the filing of a
registration statement for an underwritten public offering (the "January
1996 Note and Warrants")

84. On or about January 4, 1996, Defendant Zwan contacted Mr.
Colucci and requested release of the Escrowed Shares against partial
payment of the remaining $2.4 million obligation and a further extension
of the due date of such obligation beyond June 20, 1996. Plaintiff
declined.

85. On January 9, 1996, Digital signed the Merger Agreement.
Defendant Zwan and Digital did not disclose the Merger Agreement to
Plaintiff either before or after it was signed. Plaintiff learned of the
Merger Agreement and the Digital Merger for the first time in September,
1997 in the Digital Registration Statement.

86. On January 25, 1996, counsel to Plaintiff wrote to
newlyidentified counsel to Digital and Defendant Zwan, Seth Joseph, Esq.,
to inform him of his representation in matters concerning Digital's
obligations to Plaintiff.

87. On March 4, 1996, Digital asked Plaintiff to agree to release
the Escrowed Shares in exchange for a partial payment by March 31, 1996,
of $1.4 million of the $2.4 million due June 20, 1996 and to also agree to
extend the due date for the balance of the $2.4 million together with
interest from June 20, 1996 to December 20, 1996. Plaintiff agreed to
this, but upon information and belief, Digital was unable to make the $1.4
million payment on March 31, 1996, and Digital did not in fact make such
payment on such date or receive the Escrowed Shares.

88. The Digital Merger was effective March 18, 1996. By operation of
law, Old Digital ceased to exist. Each share of common stock in Old
Digital was converted in the Digital Merger into a legal right to
3,921.5686 shares of New Digital common stock (the "Automatic Share
Conversion") . As a result, Plaintiff's security for the $2.4 million
Digital owed him was radically changed and Plaintiff had a right to know
this.

89. Under each of the Security Agreements, Digital was required
to give GAF Corp. at least 30 days notice of a change in Digital's name,
identity or corporate structure. Failure to provide such notice was an
event of default under the Security Agreements.

90. At no time did Digital or Defendant Zwan disclose to Plaintiff
that the Digital Merger had taken place or that the security for the Line
of Credit had become shares in a non-existent company with a legal right
to receive something else in exchange, or that Digital, by failing to
provide notice of the change in Digital's identity was in default under
the Security Agreements, the Commercial Loan Notes and the Line of Credit
(the "Default") Plaintiff first learned of these matters in the Digital
Registration Statement in September, 1997.

91. On May 15, 1996, Digital contacted Plaintiff and requested that
the June 20, 1996, due date for the $2.4 million payment under the Escrow
Agreement be extended to July 20, 1996, with a possible further extension
to August 20, 1996 (the "May 1996 Escrow Extension" ) . On May 15, 1996,
Plaintiff requested information concerning the status of Digital's patent
application since it formed part of Plaintiff's security under the
Security Agreements. Plaintiff also requested that Digital acknowledge
that in the event Digital failed to make its payment, Plaintiff had the
right without further notice to take possession and ownership of the
Escrowed Shares. Digital refused to provide any information concerning the
patent application and refused to agree to the acknowledgment requested by
Plaintiff. In an telephone call to Plaintiff on May 16, 1996, Defendant
Zwan told Plaintiff the only way for Plaintiff to receive the money owed
him under the Line of Credit was to agree to the May 1996 Escrow
Extension_because otherwise Digital would fail. Plaintiff agreed to the
May 1996 Escrow Extension on May 16, 1996.

92. If Plaintiff had not agreed to the May 1996 Escrow Extension, the
Escrowed Shares representing 46% ownership of Digital would be
automatically delivered to him when Digital's payment was not received on
June 20, 1996. Plaintiff would not have agreed to the May 1996 Escrow
Extension if he had known of the plans for the Digital IPO or the Default.

93. During July, 1996, options for Digital shares valued at $470,000
were exercised for an exercise price of $39,000 (the "July 1996 Option
Exercise") . Plaintiff first learned of these options in the Digital
Registration Statement in September, 1997.

94. On July 18, 1996, Seth Joseph, Esq., counsel to Digital and
Defendant Zwan, personally telephoned Mr. Colucci and attempted to
negotiate a further extension of the due date of the $2.4 million payment
required under the Escrow Agreement. At the time of such call and unknown
to Plaintiff, as set forth above, Digital was in default under the
Security Agreements for failure to disclose the Digital Merger. In
addition, and unknown to Plaintiff but surely known to Digital and its
counsel, within three weeks Digital would file the August 1996 Digital
Registration Statement (as defined below) which valued the outstanding
shares of Digital stock at approximately $360,000,000. If Plaintiff
did not agree to the extension requested by attorney Joseph, the Escrowed
Shares representing 46% ownership of Digital would be automatically
delivered to Plaintiff when Digital's payment was not received on July 20,
1996 or August 20, 1996. Mr. Colucci referred the matter to Plaintiff's
counsel, who reminded Mr. Joseph by letter dated July 18, 1996, that
direct communications between an attorney and the client of another
attorney concerning a represented matter are inappropriate . Mr.
Joseph threatened that his client may "never again return a phone call
from Mr. Colucci" and termed the letter "disgusting."

95. On July 25, 1996, Digital increased to 200 million its
authorized shares of common stock (the "July 1996 Authorized Shares
Increase"). Defendants never disclosed this to Plaintiff.

96. On August 2, 1996, Digital filed with the Securities and
Exchange Commi s s ion (the " SEC " ) a registration statement with
respect to the Digital IPO (the "August 1996 Digital Registration
Statement "), but failed to disclose the same to Plaintiff. The August
1996 Digital Registration Statement cent empl at ed that 4,100,000 shares
of Digital common stock would be sold in the Digital IPO at an assumed
price of $10.00 per share. Defendant Zwan and Digital did not disclose to
Plaintiff that the August 1996 Digital Registration Statement had been
filed.

97. On or about August 9, 1996, Defendant Digital contacted
Plaintiff and requested the August 20, 1996 due date of the $2.4 million
payment under the Escrow Agreement, as amended, be extended to September
6, 1996 (the "August 1996 Escrow Extension") . Plaintiff agreed on August
16, 1996.

98. When Plaintiff agreed to the August 1996 Escrow Extension, he
was unaware of the March July 1995 Digital Options, the Hedlund-Baum
Option, the Lonstein IPO Option, the Merger Agreement, the Digital Merger,
the January 1996 Note and Warrants, the Default, the July 1996 Authorized
Shares Increase, the July 1996 Option Exercise, the August 1996 Digital
Registration Statement, and the planned Digital IPO. If Plaintiff had not
agreed to the August 1996 Escrow Extension, the Escrowed Shares
representing 46% ownership of Digital would be automatically delivered to
him when Digital's payment was not received on August 20, 1996. According
to the August 1996 Digital Registration Statement, the 46% of Digital's
shares which Plaintiff was entitled to receive on August 20, 1996 were
valued by Digital at the time at $10.00 per share or approximately $180
million.

99. Plaintiff was unaware of the information because Defendant Zwan
and Digital failed to disclose it to him at any time before or after he
agreed to the August 1996 Escrow Extension. Upon information and
belief, Defendant Zwan deliberately concealed the information because he
wished to receive the Escrowed Shares for himself. The basis for this
belief is that he did receive the Escrowed Shares himself and, as a
result, currently owns 77.9% of Digital's shares with a market value based
on the November 3, 1997 market price of $18.5 per share of approximately
$375,000,000.

100. Plaintiff relied on the information given to him by Defendant
Zwan in making his decision to agree to the August 1996 Escrow Extens
ion, and the information concealed from him was material to his
decision. Had Plaintiff been aware of the concealed inf ormat ion , he
would have refused to agree to the August 1996 Escrow Extension and, under
the terms of the Escrow Agreement, as amended, he would on August 20, 1996
automatically have received from the Escrow Agent the 2,346 shares of
Digital common stock which were the Escrowed Shares and represented
9,200,000 shares of Common Stock of New Digital worth $90,200,000 at the
price assumed by the August 1996 Digital Registration Statement.
Furthermore, since the 9,200,000 shares of New Digital only represented no
more than approximately 23.5% of the outstanding shares of New Digital,
rather than the 46% which had been guaranteed by Digital and Defendant
Zwan, Plaintiff could have required Digital and Defendant Zwan to deliver
to him an additional shares sufficient to bring his ownership interest
to 46% of the outstanding shares, which would have a market value based on
the market price of $18.5 per share as of November 3, 1997, of
approximately $220 million.

101. On August 27, 1996, the January 1996 Note and Warrants were
surrendered for 200,000 shares of common stock of Digital. Defendants
never disclosed this to Plaintiff.

102. On September 5, 1996, Digital delivered a check in the amount of
the $2.4 million payment together with interest as set forth in Escrow
Agreement, as amended, the Escrow Agent delivered such check to Plaintiff
and the Escrowed Shares to Defendant Zwan.

103. On September 5, 1996, Digital requested that Plaintiff sign a
Mutual General Release dated September 5, 1996 (the "September 5 1996
Release") but failed to disclose that Digital had filed the August 1996
Digital Registration Statement and that the Digital IPO was imminent.
Plaintiff signed, and in doing so was entirely unaware of the steps taken
by Digital to prepare for the Digital IPO and described above or that he
was being asked to relinquish his claim to Digital shares then assumed by
the August 1996 Digital Registration Statement to be valued at $10.00 per
share or approximately $180 million.

104. Plaintiff would not have agreed to the December 1995 Escrow
Extension, the December 22 1995 Mutual General Release, the May 1996
Escrow Extension, the August 1996 Escrow Extension, or the September 5,
1996, Mutual General Release if he had known of the plans for the Digital
IPO, because he would have realized that he could reacquire a 46%
ownership interest in Digital simply by letting Digital fail to make its
payment on the due date and that such 46% ownership interest would be
worth far more than the payment.

105. Plaintiff trusted Defendant Zwan and reasonably relied on Def
endant Zwan to provide him with truthful information about Digital on
which Plaintiff could base his investment decisions concerning Digital.
Based on what Defendant Zwan told him, Plaintiff believed Digital was a
failing company and that Defendant Zwan was exerting himself mightily in
an effort to repay Digital's debts to Plaintiff as a matter of ethics.

106. Plaintiff first became aware of the Digital IPO in August, 1997,
when he read an article about Defendant Zwan on a Scientology newsgroup on
the Internet. He immediately began to investigate the details of the
Digital IPO. Over the next two months, Plaintiff assembled from voluminous
files and the material filed by Digital with the SEC the details of the
complex scheme by which Digital and Defendant Zwan defrauded him into
selling his shares at a ridiculously low price.

107. The details of the March - July IPO Options, the Baum-Hedlund
Option, the Lonstein IPO Option, the Promissory Note and Warrants, the
Agreement of Merger, the Digital Merger, the Automatic Share Conversion,
the Default, the July 1996 Option Exercise, and the Digital IPO, among
other facts, were all intentionally concealed from Plaintiff by Defendant
Zwan and Digital. Plaintiff first learned of Defendants' fraudulent
scheme or device when he read the Digital Registration Statement in
September, 1997.

108. On February 4, 1997, Digital consummated the Digital IPO by
selling 3,658,860 shares of common stock and 838,399 shares of Digital
common stock were sold by certain stockholders. The selling price was
$12.00 per share.

109. As of as of June 30, 1997 the total number of Digital shares of
common stock outstanding was 26,177,777. On November 3, 1997, the market
price of shares of Digital common stock was $18.50, for a total market
capitalization of Digital of $484,277,775. The 49% of Digital shares owned
by Plaintiff and fraudulently acquired by Defendant Zwan had a market
valuation of $237,296,110 on November 3, 1997.

110. Plaintiff has filed his claims within one year of his discovery
of the Digital IPO and within the period of limitations provided by the
Securities Exchange Act. He has acted with due diligence in investigating
the complex facts of the fraudulent scheme or device by which he was
defrauded of shares worth $237,296,110.

COUNT I

SECURITIES FRAUD

111. Plaintiff repeats and realleges paragraphs 1 through 110 with
the same force and effect as if fully set forth herein.

112. The acts of the Defendants Digital and Zwan in obtaining
Plaintiff's agreement to the Haney Shares Option constitute
securities fraud in violation of 15 U.S.C. ~~ 78j(b) and 17 C.F.R. ~
240.10b-5.
113. Defendants Zwan and Digital have fraudulently concealed their
wrongful acts;
114. Defendant have caused damage to Plaintiff in the amount of
$235,000,000.00.

COUNT II
SECURITIES FRAUD

115. Plaintiff repeats and realleges paragraphs 1 through 114 with
the same force and effect as if fully set forth herein.

116. The acts of the Defendants Digital and Zwan in obtaining
Plaintiff's agreement to the First Haney Shares Option Amendment and the
Second Haney Shares Option Amendment and the exercise of the Haney Shares
Option constitute securities fraud in violation of 15 v.S.c. ~g 78j(b) and
17 C.F.R. ~ 240.10b-5.

117. Defendants have caused damage to Plaintiff in the amount of
$235,000,000.00.

COUNT III

SECURITIES FRAUD

118. Plaintiff repeats and realleges paragraphs 1 through 117 with
the same force and effect as if fully set forth herein.
119. The acts of the Defendants Digital and Zwan in obtaining
Plaintiff's agreement to the Escrow Agreement, the December 1995 Escrow
Extension, the May 1996 Escrow Extension, and the August 1996 Escrow
Extension constitute securities fraud in violation of 15 v.s.c. ~~ 78j(b)
and 17 C.F.R. ~ 240.10b-5.

120. Defendants have caused damage to Plaintiff in the amount of
$235,000,000.00.

COUNT IV

COMMON LAW FRAUD

121. Plaintiff repeats and realleges paragraphs 1 through 120 with
the same force and effect as if fully set forth herein.

122. The statements made by Defendant Zwan to Plaintiff that
prospects for the Digital IPO were "dead", that sales of the SONET Testers
could not be made before a patent application was filed, that Plaintiff
could not remain a shareholder of Digital because of his wife's problems
with Scientology, and that Plaintiff risked losing his $4.4 million
investment in Digital unless he relinquished his shares, were false; they
were known by Defendant Zwan to be false at the time they were made, were
intended to mislead Plaintiff, and were reasonably relied on by Plaintiff
who was damaged thereby;

123. Defendants wrongful acts constitute fraud under the common law
of Ohio.

124. Defendants have caused damage to Plaintiff in the amount
of $235,000,000.00.

COUNT V

CONSTRUCTIVE TRUST

125. Plaintiff repeats and realleges paragraphs 1 through 124 with
the same force and effect as if fully set forth herein.

126. Defendants Zwan and Digital had a fiduciary duty to, and a
confidential relationship with, Plaintiff;

127. By wrongfully inducing Plaintiff to sign the Haney Shares
Option, the First Haney Shares Option Amendment, the Second Haney Shares
Option Amendment, the Escrow Agreement, the December 1995 Escrow
Extension, the May 1996 Escrow Extension, and the August 1996 Escrow
Extension, and by nondisclosure and false statements concerning the
Digital IPO, Defendant Zwan and Digital wrongfully induced Plaintiff to
transfer to Defendant Zwan his 49% interest in Digital;

128. Because of such wrongful inducement, the Plaintiff suffered
a detriment in that he has been impoverished by the loss of Digital shares
valued at $235,000,000.00.

129. The Digital shares received by Digital from Plaintiff including
dividends and distributions on such shares constitute a res on which this
Court may impose a trust; the proprietary technology embodied in the SONET
Testers also constitutes a res on which the Court may impose a trust.

COUNT VI

BREACH OF CONTRACT

130. Plaintiff repeats and realleges paragraphs 1 through 129 with
the same force and effect as if fully set forth herein;

131. Defendants wrongful acts invalidate the December 22 1995
Release and the September 5 1996 Release;

132. Defendants are in breach of contract under the New Stock
Purchase Agreement and the Shareholders' Agreement;

133. Defendants have caused damage to Plaintiff in the amount of
$235,000,000.00.

COUNT VII

VIOLATION OF CALIFORNIA CORPORATIONS STATUTE

134. Plaintiff repeats and realleges paragraphs 1 through 134 with
the same force and effect as if fully set forth herein;

135. By failing to provide Plaintiff with notice of and
obtaining his consent to shareholder resolutions, including those amending
Old Digital's certificate of incorporation to increase the number of
authorized shares of stock, and to merge with New Digital, Defendants have
violated Plaintiff's rights as a shareholder under the California General
Corporation Law, and in particular, ~ 900 et seq. and ~ 1100 et seq.
thereof.

COUNT VIII

VIOLATION OF DELAWARE CORPORATION STATUTE

136. Plaintiff repeats and realleges paragraphs 1 through 135 with
the same force and effect as if fully set forth herein;

137. By failing to provide Plaintiff with notice of and failing to
obtain Plaintiff's consent to shareholder resolutions, including those
amending New Digital's certificate of incorporation on July 25, 1996, to
increase the number of authorized shares of New Digital, Defendants have
violated Plaintiff's rights as a shareholder under the Delaware
General Corporation Law, and in particular, Sections 228 and 242 thereof.

WHEREFORE, Plaintiff prays that this Court enter judgment:

138. Rescinding, or declaring void the following transactions: (1)
the transfer of 49% of Digital's shares from Plaintiff to Defendant
Digital; (2) the Option Amendments; (3) the Escrow Extensions ; (4) the
December 22 1995 Release; (5) the September5 1996 Release; (6) the Digital
Merger; and (7) the Digital IPO.

139. Ordering Defendants Zwan and Digital to pay Plaintiff such
damages, in an amount not less than $235 million together with interest,
as Plaintiff has sustained in consequence of Defendants wrongful acts;

140. In the alternative, ordering Defendants to transfer to Plaintiff
49% of the outstanding shares of common stock of Digital; 141. Imposing a
constructive trust for Plaintiff's benefit on sufficient shares of Digital
to comprise 49% of the outstanding shares of Digital common stock, or on
a 49% interest in the proprietary technology embodied in the SONET
Testers;

142. That Defendants pay to Plaintiff the costs of this action and
reasonable attorney's fees to be allowed by this Court; and

143. Granting Plaintiff such other and further relief as is just and
equitable.